XML 23 R8.htm IDEA: XBRL DOCUMENT v2.4.0.6
Summary of Significant Accounting Policies
9 Months Ended
Mar. 31, 2013
Summary of Significant Accounting Policies:  
Significant Accounting Policies

3. Summary of Significant Accounting Policies

 

The accompanying condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto (the “Audited Financial Statements”) contained in the Company’s Annual Report for the fiscal year ended June 30, 2012 on Form 10-K filed with the Securities and Exchange Commission on October 15, 2012. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These interim financial statements include all adjustments consisting of normal recurring entries and the acquisition entry, which in the opinion of management are necessary to present a fair statement of the results for the period. The results of operations for the nine and three-month periods ended March 31, 2013 are not necessarily indicative of the operating results for the full year.

 

Principles of Consolidation and Basis of Presentation – As of March 31, 2013, the Company is comprised of itself, its wholly owned subsidiary, One Health Urgent Care (“OHUC”), and its subsidiary Alliance Urgent Care,  PLLC, that operates its newly acquired urgent care facilities, its only current operating line of business. The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. The nature of the urgent care business is to provide alternative treatment facilities to the hospital based emergency room for family related urgent medical care needs. The oldest of these facilities commenced operations in March 2006. As of March 31, 2013, the operations are comprised of seven urgent care facilities. These facilities have opened at different times since February of 2007, and are located throughout the metropolitan Phoenix area. The seventh location opened during October 2012. All significant intercompany balances and transactions have been eliminated in the accompanying financial statements.

 

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Ultimate realization of assets and settlement of liabilities in the future could materially differ from those estimates. Significant estimates include the realization of receivables, the method of depreciation/amortization and useful lives assigned to fixed assets and finite life intangible assets, the valuation of stock issued in the acquisition of Alliance and its allocation to the fair value of assets acquired, the realization or impairment of fixed assets, intangible assets and goodwill, the revenue to be recognized from services performed based on the estimated net rate of reimbursement from the various insurance companies, and the contingent liability contained in the stock price guarantees.

 

Cash and cash equivalents – Cash equivalents are considered to be liquid investments with a maturity of three (3) months or less at the time of purchase. Cash at the end of each period reflects amounts on deposit with banking facilities.

 

Allowance for doubtful accounts and discounts - The Company’s urgent care business bills all of its patients based upon standard rates. OHUC/AUC has entered into contracts with various insurance providers whereby the rates are fixed by these contracts. These rates average about twenty-two (22%) percent lower than the standard billing rate. Consequently, the Company records a reserve against its receivable balance to reflect these agreements. This reserve is netted against the reported amount of revenues.

 

OHUC/AUC follows the allowance method of recognizing uncollectible accounts receivable. The allowance method recognizes bad debt expense as a percentage of accounts receivable based on a review of the individual accounts outstanding and the Company’s prior history of uncollectible accounts receivable. The Company does not record or accrue finance charges on accounts receivable, and they are generally unsecured.

 

Property and Equipment - Fixed assets, stated at cost, are depreciated on the straight-line method for financial statement reporting purposes, over the estimated useful lives of the assets, which range from seven to ten years. Leasehold improvement costs are depreciated over the shorter of the lease term or their useful life. Repairs and maintenance costs are expensed as incurred. Betterments or renewals are capitalized when they occur.

 

Intangible Assets and Goodwill – Intangible assets are comprised of trade name and goodwill, and customer and process intangibles. Trade name and goodwill are considered to have indefinite lives and are not amortized. Customer and process intangibles are amortized over their estimated useful lives of eleven to fourteen years.  Both indefinite and finite life intangibles and goodwill are reviewed for impairment whenever circumstances indicate impairment in value may have occurred.

 

Long-Lived Assets – The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. An indicator of impairment is present when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. The Company measures the amount of such impairment by comparing the assets' carrying value to the assets' present value of the expected future discounted cash flows. Impairment charges, if any, are recorded in the period realized.

 

Fair Value of Financial Instruments - The carrying amounts of financial instruments including cash, accounts receivable and payable, accrued liabilities and debt approximate fair value based on their short maturities or, for long-term debt, based on borrowing rates currently available to the Company for loans with similar terms and maturities.

 

Fair Value of Financial Assets and Liabilities - Fair value is defined under GAAP as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1 - Quoted prices in active markets for identical assets or liabilities.

 

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The fair value of equity instruments issued in regards to the acquisition of the Alliance Urgent Care business were determined based upon an independent valuation of the operations, using Level 3 inputs.  Further, the independent appraiser allocated the purchase price to the fair value of assets acquired and liabilities assumed.

 

Revenues - The Company recognizes revenue when all of the following criteria have been met:

 

· Persuasive evidence of an arrangement exists;

· Delivery has occurred or services have been rendered;

· The fee for the arrangement is fixed or determinable; and

· Collectability is reasonably assured.

 

The Company’s revenue is currently entirely derived from its urgent care business and is comprised of patient related fees for the provision of urgent medical care. The majority of the Company’s revenue is received from insurance providers associated with the patient. The amount of reimbursement is generally contractually controlled by the insurance providers, and is dependent upon the nature of the service provided. Typically, the Company also receives a co-pay from the patient at the time of service. These are largely paid using credit cards. Merchant fees in regards to the use of credit cards are charged to expense.

 

The Company’s revenues are subject to seasonal fluctuation. The Company operates in a geographic area where many of its patients are winter visitors. As such, monthly revenues during the period from late May through November are lower than the remainder of the year.

 

Income and Other Taxes – As of September 3, 2012, management  recorded a current deferred liability related to the above acquisition to reflect items of income and expenses previously taken for receivables not recognized as income, prepaid expenses net of accrued expenses and payables not previously deducted. The combined amounts of these items generated a deferred tax expense of approximately $92,000. In addition, the Company recorded a non-current deferred tax liability related to the difference in tax depreciation taken versus recorded for book purposes at the time of acquisition of approximately $139,000. The tax rate utilized by the Company was estimated to be 40%. At this time, the Company has not recognized any other deferred taxes or recorded a tax benefit for losses incurred, as there is no assurance that the Company and its subsidiaries will be profitable in the near future. As a result, goodwill related to the acquisition increased by $231,109.

 

The Company is not current in all of its federal and state tax filings, and it and its subsidiaries are subject to the possibility of federal or state income tax examinations. Currently, there have been no such examinations and the entities are open for audit for approximately the last four years, once the returns have been prepared and filed. Management believes that because of their net operating losses that any negative adjustments would be offset by these losses.  However, the delinquent federal and state filings must be prepared and filed in order to secure the net operating losses.

 

The Company has accrued for unremitted payroll taxes, and employee withholdings due to various state and federal agencies along with accrued interest and penalties on the amounts outstanding as of March 31, 2013 as part of accrued payroll liabilities.

 

Earnings Per Share - Basic and diluted loss per share of common stock was computed by dividing net loss by the weighted average number of shares of common stock outstanding for the respective periods.

 

Diluted earnings per share are computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are comprised of options, warrants, convertible debt, and share price guarantees, that are freely exercisable into common stock at less than the prevailing market price. Dilutive securities are not included in the weighted average number of shares when inclusion would increase the earnings per share or decrease the loss per share. As of March 31, 2013 and 2012, there were no dilutive securities included in the loss per share calculation, as the effect would be antidilutive.

 

Advertising - The Company expenses advertising costs as incurred.

 

Certain minor reclassifications have been made to the 2012 balances to conform with the presentation used for 2013 amounts.

 

Recently Issued Accounting Pronouncements - The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position, or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its condensed consolidated financial statements.